P24-Successors and Assigns

                        
Objective Form

24.1  This agreement, and all of the covenants, terms and conditions 
hereof, shall be binding upon and shall inure to the benefit of the 
parties and their respective heirs, legal representatives, successors 
and assigns.

24.2  This agreement, and all of the covenants, terms and conditions 
hereof, may be assigned by either party without the consent of the 
other; provided, however, that the assignee or nominee shall, in writing, 
expressly assume and agree to be bound by all of the covenants, terms, 
and conditions hereof.  Upon such assignment the party assigning its 
rights shall be released and discharged of all liability hereunder.

Comment
     Ordinarily, in a transaction for the sale of real estate, the 
identity of the parties is unrelated to the quality of performance.
One would not ordinarily care whether the contract was assigned to 


another, so long as the assignee agrees to be bound by the same terms.
The objective form allows virtually unrestricted assignment subject 
only to the assignee's agreement to be bound.

Alternatives
     There are a number of instances where a party may be legitimately 
affected by the identity of the other.  From the Buyer's perspective, the
Seller's identity is important where either:  (i) the seller has agreed
to perform activities apart from merely transferring title (i.e.:  to 
construct or repair improvements, or where the sale of property is ancillary 
to the sale of a business) or (ii) the Seller's business or activities 
create a significantly higher risk of casualty to or uninsured lien upon 
the property between execution of the contract and closing.  From the 
Seller's perspective, the Buyer's identity is important where (i) the 
Seller retains property interests in or around the property and the nature 
Yof the Buyer's business or use is material to the Seller, (ii) the sale 
is being financed by the Seller or there exists a financing contingency 
in which the Buyer's credit-worthiness is material, or (iii) the Seller 
is concerned that the Buyer is an undisclosed principal for another, which, 
if its identity were known, would pay more for the property.


     The following clause would prevent assignment without the consent of the
parties (or party):
          "Neither this agreement, nor the rights and obligations hereunder, 
          may be assigned without the express prior written consent of the
          other party."
     Where there is concern for a bad faith or unreasonable failure to give 
such consent such a provision would be concluded by the phrase
          "...which consent may not be unreasonably withheld."
     Where assignment is restricted, it is often appropriate to allow
assignment to a parent, subsidiary or affiliated company.  The following
provision would allow assignment in such instances.
          "The foregoing notwithstanding, this agreement may be assigned to
          those entities in which (i) the party owns over _____% of the
          assignee, (ii) over _____% of the party is owned by the assignee,
          (iii) the assignee is an affiliate of the party, or (iv) the
          assignee is an entity into which the party is merged or to which 
          substantially all of the assets of the party are sold."
     One area of potential concern, where no or limited assignment is allowed,
is where the purchaser is an agent for an undisclosed principal.  The 
following provisions specifically deal with undisclosed principals.
          "Seller acknowledges that Buyer is known to be acting for an un-
          disclosed principal and that this agreement may be assigned to such
          principal prior to closing upon written notification from Buyer to
          Seller of the principal's identity.  Seller understands and agrees
          that Buyer is not authorized to make any changes or modification to
          this agreement, for or on behalf of such principal, except as
          expressly stated in this agreement.  Buyer acknowledges that its sole
          compensation in connection with this transaction shall come from and
          bå paiä directlù bù thå undiscloseä principaì anä noô froí thå 
          Seller."
     There the performance of the assigning party is greater than merely
transferring title or delivering the purchase price.  The parties may wish to
insure that an assignee is, specifically, responsible for defaults of its
assignor occurring prior to the assignment.  As such, the last sentence of the
objective form could be changed as follows:
          "Upon such assignment the party assigning its rights shall be
          released and discharged of liability hereunder, but only for defaults
          occurring after the assignment."
     Assignment may be restricted where the assignor is in default.
          "No assignment of this agreement may be made where the assignor is
          then in default under the terms hereof."